Barnwell Industries Files 8-K on Officer Changes, Bylaw Amendments
Ticker: BRN · Form: 8-K · Filed: Feb 23, 2024 · CIK: 10048
Sentiment: neutral
Topics: corporate-governance, officer-changes, bylaw-amendments
TL;DR
**Barnwell Industries just dropped an 8-K about leadership changes and potential bylaw tweaks, keep an eye on their next moves!**
AI Summary
BARNWELL INDUSTRIES, INC. filed an 8-K on February 23, 2024, reporting an event that occurred on February 19, 2024. The filing covers several items including the departure or election of directors/officers, compensatory arrangements, amendments to articles or bylaws, Regulation FD disclosure, and financial statements and exhibits. The company, incorporated in Delaware with IRS Employer Identification No. 72-0496921, is headquartered at 1100 Alakea Street, Suite 500, Honolulu, Hawaii.
Why It Matters
This filing indicates potential shifts in leadership and corporate governance at Barnwell Industries, which could impact its strategic direction and operational policies. Investors should monitor these changes for their implications on future performance.
Risk Assessment
Risk Level: medium — Changes in leadership and corporate governance can introduce uncertainty, potentially impacting company stability and future performance.
Key Numbers
- February 19, 2024 — Earliest Event Date (Indicates when the reported events, such as officer changes, occurred.)
- February 23, 2024 — Filing Date (The date the 8-K was officially filed with the SEC.)
- 1-5103 — Commission File Number (Unique identifier for Barnwell Industries' filings with the SEC.)
Key Players & Entities
- BARNWELL INDUSTRIES, INC. (company) — Registrant filing the 8-K
- Delaware (company) — State of incorporation for Barnwell Industries
- February 19, 2024 (date) — Date of earliest event reported
- February 23, 2024 (date) — Filing date of the 8-K
- 72-0496921 (dollar_amount) — IRS Employer Identification Number
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 19, 2024.
When was the 8-K filed with the SEC?
The 8-K was filed with the SEC on February 23, 2024.
What is the state of incorporation for BARNWELL INDUSTRIES, INC.?
BARNWELL INDUSTRIES, INC. is incorporated in Delaware.
What items were reported in this 8-K filing?
The 8-K reported on Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, and Financial Statements and Exhibits.
What is the business address of BARNWELL INDUSTRIES, INC.?
The business address of BARNWELL INDUSTRIES, INC. is 1100 Alakea Street, Suite 500, Honolulu, Hawaii.
Filing Stats: 944 words · 4 min read · ~3 pages · Grade level 10.4 · Accepted 2024-02-23 16:16:01
Key Financial Figures
- $0.50 — ange on which registered Common Stock, $0.50 Par Value BRN NYSE American Indic
- $225,000 — salary of the U.S. dollar equivalent of $225,000 Canadian dollars. He received an annual
- $78,000 — dollars. He received an annual bonus of $78,000 Canadian dollars for fiscal year 2023.
Filing Documents
- ef20022289_8k.htm (8-K) — 35KB
- ef20022289_ex3-2.htm (EX-3) — 137KB
- ef20022289_ex99-1.htm (EX-99.1) — 15KB
- image1.jpg (GRAPHIC) — 4KB
- 0001140361-24-009259.txt ( ) — 363KB
- brn-20240219.xsd (EX-101.SCH) — 4KB
- brn-20240219_lab.xml (EX-101.LAB) — 22KB
- brn-20240219_pre.xml (EX-101.PRE) — 16KB
- ef20022289_8k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 20, 2024, Barnwell Industries, Inc. ("BII" or the "Company") announced that, effective April 1, 2024, Mr. Craig Hopkins would become the Chief Executive Officer and President of the Company. Mr. Alexander C. Kinzler, the current Chief Executive Officer and President, will remain as the Company's General Counsel and, effective April 1, 2024, will become the Company's Corporate Secretary. Mr. Kinzler, a member of the Company's Board of Directors (the "Board"), will become, effective April 1, 2024, Executive Chairman of the Board, and Mr. Kenneth Grossman, the current Chairman of the Board, will become Vice Chairman of the Board on that date. Mr. Hopkins, age 50, joined Octavian Oil Ltd. ("Octavian") in February 2017 and Barnwell of Canada ("BOC") in July 2020. Both companies are subsidiaries of BII. He currently serves as the President of Octavian and as BOC's President and Chief Operating Officer. Mr. Hopkins will continue to serve in those positions. There is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is being appointed as Chief Executive Officer and President of the Company, and there is no family relationship between Mr. Hopkins and any of the Company's directors or executive officers. Mr. Hopkins has no interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Hopkins's current annual compensation consists of a base salary of the U.S. dollar equivalent of $225,000 Canadian dollars. He received an annual bonus of $78,000 Canadian dollars for fiscal year 2023. The Board is consider adjustments to Mr. Hopkins's compensation. Any material change to his compensation would be discussed in an amendment to this Current Report on Form 8-K or in another applicable report filed with the Securities and
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On February 19, 2024, the Board amended Article V, Section 5.01 of the Bylaws of the Company to remove the requirement that the President of the Company must be a member of the Board . The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.
01
Item 7.01 Regulation FD Disclosure On February 20, 2024, the Company issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.2 Amended and Restated By-laws of the Company 99.1 Press release dated February 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 23, 2024 BARNWELL INDUSTRIES, INC. By: /s/ Alexander C. Kinzler Name: Alexander C. Kinzler Title: Chief Executive Officer and President Exhibit Index Exhibit No. Description 3.2 Amended and Restated By-laws of the Company 99.1 Press Release dated February 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)